Devourer
by Mr.Arkham
Summary: A quiet day on Equestria is ruined by the untimely arrival of a certain Herald...
1. The Herald

It was one of those odd sort of days in Equestria, a relatively normal day where nothing of particular intrest happened. No malevolent moon spirits, no gala's, no sleeping dragons, no obnoxious wizards or Ursa Minors. Just a quiet day for work, or R & R in Rainbow Dash's case.

Right now, the sky blue mare was busy lazing about on a cloud in an attempt to just relax and not be bothered by Pinkie Pie's antics, or be roped into some crazy adventure. It was weird too, because by Dash's calculations they were about due for some weird-ass adventure to come around, that would cause her and all her friends to learn a lesson about something. Like why eating vegetables was important or something.

But no, nothing. Quiet boring day for rest and relaxation. But then something caught her attention, a glinting high in the sky above. Initially, Dash just dismissed it as a flicker of sunlight getting in her air. That is, until a silver flash zoomed by so fast that the cloud she was on was blown apart by the wind that followed behind it.

"What the-?" was all Dash managed to yell out, watching the silver blur move even faster down to Ponyville below. "No way...Nothing's that fast, not even the Wonderbolts..." Dash murmured in disbelief. Deciding that just floating around like this was for chumps, Rainbow Dash decided to take flight and pursue the silvery...thing that just bombed past her. Wasting no time Dash jumped into her maximum speed, leaving a multicoloured stream behind her. But much to her shock and annoyance, even at her top speed that thing was still way ahead of her.

Grunting in anger, Dash pushed herself to her limits and inched closer and closer to the silver being. Amazingly though she overtook him!

"Ha! Yes, I'm the fastest one th-" Rainbow Dash stopped her gloating, for when she looked back she saw she hadn't overtaken the silver interloper. The silver being had just stopped moving. "Hey, what's the big i-*HUNF*" Rainbow Dash soon saw what the big idea was, when she found herself ploughing face-first into one of Ponyville's many buildings. When the Ponyville residents amassed in the streets, they were less concerned with Rainbow Dash's antics and more intrested in the strange figure hovering in the centre of town.

Nobody was entirely sure just what the thing was. Some weird two-legged thing that stood over 6' tall, rather muscular to boot. It had strange silvery skin and was standing on an equally shiny board-thing. Aside from it's muscles, the only other discernable feature this thing had was a well-sculpted face. And there it just floated stone-still like a big silver statue, not saying a single word. Just...Watching the residents of Ponyville.

"Oh, don't mind me..." Dash groaned, rubbing her bruised head with her hooves "Just having the worst concussion ever, don't worry". Dash was broken from her stupor by a pale yellow hoof being held out to her "Um, Rainbow Dash? Y-You look like you could use some help...Um, one other thing, what's that thing floating up there?".

While Rainbow Dash's vision was still a little screwy, it was obvious that Fluttershy was the one fretting over her. Only Fluttershy could stammer and use 'um' so many times in the span of one sentence. Still, Dash was thankful for the help and allowed Fluttershy to hoist her up. "Thanks...Ugh, I have no idea what that thing is. Other than rude. And crazy fast". The yellow pegasus nodded in response, barely able to look over at the rather formidable silver figure.

"Oh my goodness!" a voice exclaimed from the crowd. Judging by the posh tone, Fluttershy and Rainbow Dash knew instantly that Rarity was on the scene. "A person made of solid silver? Fabulous!" Rarity moved through the crowd, clapping her hooves with glee as she caught a better look at the stranger who had just flown into town. "But darling, you simply must accesorise more! Silver is a fine and dandy metal and colour dear, but throwing a few pieces of jewelery in will really spruce up your image! Oh! And gemstones, you simply _must_ add some gemstones to your wardrobe!" the white unicorn paused a moment, seeing that the man on the board was pretty much naked "Er, well you don't actually have a wardrobe...Yet! But that's why I'm here darling!".

The man on the board didn't even seem to be listening, in fact his attention was focused moreso on scanning the skies. Now just what was he looking for?

Rarity frowned, feeling somewhat offended that she wasn't getting an answer "Poor dear must have tin clogging up his ears..." Rarity scoffed, looking away. "Actually Rarity, I don't think he can speak our language..." another voice added. Turning around Rarity caught sight of Twilight Sparkle, the academic unicorn of their group. "As soon as Spike saw this guy fly down, I went through every book I had that could tell me just what the heck this guy is. Since there was nothing like him in any of my books I've come to the following conclusion...".

Rarity leaned in in anticipation, as did Rainbow Dash and Fluttershy when they walked over to the two. Twilight gave the widest smile any of the group had seen before when she proclaimed "He's a traveller from another land". The other three frowned, doubtful that that was the whole story. "Come on! There's nothing else like him in Equestria, he came down from the skies and he hasn't been able to speak a single word of our language since he got here".

"Um, if that's the case Twilight" Fluttershy mumbled "Then why would he come here in the first place?". Twilight shrugged "I dunno', I'm not a mind-reader. That's why I had Spike send a message to Princess Celestia, she should be able to help him out. I also had him go get Applejack, so they should be with us shortly".

An excited giggle soon caught the girls' attention, and they all turned back to see Pinkie Pie finally make the scene "Oooh, shiny! Maybe he's a robot! Or an alien! Oh! Oh! Or an _alien robot!_". Twilight quirked a brow "An alien robot? Don't you think that's just a little bit far-fetch- ah forget it" Twilight decided that trying to argue a point with Pinky was like trying to hammer a nail in with your face. You'd get the job done, but you're head would be irreparably damaged afterward.

"Well ah'll be! You weren't pullin mah leg Spike!" hearing the familiar drawl, the group knew only one person it could belong too. Sure enough there was the orange earth pony, Applejack, walking into the crowd with the baby purple dragon Spike following beside her. Right now she was more intrested in the floating silver figure who's gaze was still transfixed on the sky than her friends, but still took the time to greet them. "So who the heck is this guy exactly? Did he say anythin'?". The others shook their heads and Spike groaned "Aw man...This is the lamest alien visit ever". "Possibly, the lamest _alien robot_ visit ever!" Pinkie added, causing Twilight to roll her eyes in response.

"Anyway..." Rarity said, earning the attention of the rest of the group "You said Princess Celestia was coming he-" Rarity was interrupted by a bright flash in the sky just above the crowds. There, floating in mid air, were the beautiful rulers of Equestria: The white-coated Celestia with her flowing aurora mane, and shyly hanging back behind her was the smaller dark blue mare Luna. Public opinion on Luna was...divided to say the least. Not too long ago she was posessed by a malicious force that transformed her into the powermad Nightmare Moon. Now while many knew the truth, there were those who denied this truth and insisted she was just plain evil.

The first thing the group noticed right off the bat was that Celestia looked different. She looked...Angry, oddly enough. Nobody could recall her ever looking angry before. "When I got you message Twilight, I had to come by in person to confirm my suspicions..." Celestia said, her eyes locked firmly on the silver figure, who had also directed his attention to her the moment she arrived on the scene.

"Um...Princess Celestia, is something wrong?" Twilight Sparkle asked, worried by her mentor's unnatural behaviour. "Yes Twilight. Something is very wrong" Celestia replied, not tearing her gaze from the figure on the board.

"I hoped this day would never come, but the powers of the universe have a way of destroying your expectations..." Celestia whispered, her gaze lowering slightly "This being is known as the Silver Surfer...The Herald of Galactus".

* * *

><p>AN: So yes, I'm a guy who writes MLP fanfiction now appearantly. I uh...I gotta' go get a testosterone injection...


	2. The Monarchs

The ponies gathered blinked a few times in confusion, trying to roll the bizarre name Celestia just said off their tongues "Gah-Lak-Tus?" Spike repeated, wondering just what kind of whackjob name that was. Pinkie was ecstatic, hopping up and down as she normally did "Oh! Oh! Calling it now, Galactanamogonnicus is an alien!". Twilight shifted uncomfortably and looked over at her mentor.

"Uh, okay...But, Princess why is that a bad thing?". Celestia narrowed her eyes at the Surfer as she replied "I suppose I should tell you Galactus' full title...Galactus is the Devourer of Worlds". That certainly put the fear into the mares and colts present, knowing that someone who wanted to eat Equestria was never going to be a good thing.

"That is correct"

The crowd seemed to jump, turning their attention to the Silver Surfer as he spoke for the first time since his arrival. It was an odd voice, surprisingly calming but with a hint of sorrow. It was obvious that he took no pleasure in his job, leading worlds to their deaths.

"As Galactus' herald, it is my job to soar across the cosmos in order to find planets that can briefly sate my master's endless hunger". Twilight stepped forward, now understanding her mentor's anger "We won't let you take our world!". The Surfer nodded and smiled sadly "No, I did not expect you to. But you must understand, every other world that tried to stop Galactus from feeding failed. Kree, Skrull, Badoon...World's more advanced than your own, swatted away like flies by Galactus' hand".

Rainbow Dash stepped forward, her teeth gritted "Alright, I've had just about enough of you! Knocking me off my cloud was bad enough, but trying to destroy our world? No way! NO. WAY!". Dash charged forward, her friends shouting at her to stop out of concern. The Surfer, not even looking slightly concerned, simply turned to the side, causing Rainbow Dash to miss her mark completely. He casually shot his hand out, grabbing Dash's rainbow tail as she passed by, and proptly smashed her into one of Ponyville's many houses.

Those ponies not suited to combat started screaming, and fled as far away from the Surfer as their hooves could carry them. The other Elements of Harmony however, along with the two princesses, stood their ground. "How dare you, you Silver Ruffian?" Rarity yelled, a beam of magic firing from her horn. Twilight, equally vexed now, fired out a larger magic beam from her own horn. The Surfer raised one arm up, creating a barrier that managed to block both their beams.

The Surfer looked...Sad, almost "Please, don't waste you final hours fighting a futile battle...Make peace with your gods, spend your remaining time with your loved ones". The Surfer was briefly distracted by a lasso wrapping around his upper body, belonging to Applejack "*Hnf* Shorry hun, bhut we cahn't jus' vlet you do thish!". Silver Surfer raised an eyebrow at the orange pony's muffled words, and was even more surprised when she tried to tug him off his board with the rope. Applejack was surprisingly strong for a pony of her age and size, but much to her bewilderment the Surfer was sturdier than a tree. The Surfer sighed, briefly turning his attention back to the two unicorns so he could blast them away with a beam of golden energy, and then breaking Applejack's rope with a casual flex of his muscles.

Pinkie Pie was surprisingly calm about all this, enjoying watching the action "This is the most awesome alien robot vs pony fight ever!". The pink pony raised an eyebrow, feeling a tugging on one of her back-legs, and when she glaced down she saw Spike trying to drag her away from some stray sparks of energy "Oh hey Spike! Think you could burb us up some popcorn? That'd just be swell".

Fluttershy was meanwhile going through one of those odd sort of moments when she dropped her shy exterior and was going into a rage against the Surfer at the sight of her friends being swatted away. She flew over toward the Surfer, hooves planted firmly on her hips "Just where do you get off threataning planets and people like that? You have no right to do this sort of thing! I don't care how hungry your master is, you can't turn Equestria into his snack!". Unlike a raging dragon however, the Surfer was not swayed by the yellow pegasus' harsh words. He just glanced down at his board and frowned "Please understand, I take no pleasure in my duty. But Galactus must feed, it is imperative to the universe as a whole that Galactus lives on. I'm sorry".

The Surfer raised one arm up, and Fluttershy flinched in response for a blow that didn't actually connect. This was just as surprising to the Surfer as it was to Fluttershy, as when the Surfer looked over at his raised arm he saw it was being telekinetically held in place by Celestia.

"Enough!" the white-coated princess yelled out "I wanted the Elements of Harmony to test you, Herald. It seems it will require nothing short of me and my sister to drive you away!". Celestia and Luna dug their hooves into the ground, their horns beginning to glow with magic. The Surfer broke free from Celestia's grip and looked over at the two monarchs "Princess', surely you of all people should understand why Galactus must feed! I beseech you, just surrender. Don't make things harder than they have to be!"

The Surfer yelled out in pain, being sent flying by a pair of glowing white energy beams "If Galactus wants our world, Surfer...He's going to have to work for it..." Celestia said, she and Luna floating upward. The Surfer managed to stop himself mid-air, keeping a firm grip on his board. Smoke billowed off his torso, and his eyes began to crackle with golden energy. _'Nobody ever picks the peaceful option...'_

The Surfer soared down, moving so fast that he was barely visible to the naked eye. He was raining down blasts on the twin deitys. The two did a decent job dodging the heralds attacks, but every once in a while they'd get a burn on their flanks or their hooves. Luna hissed in pain, one of her blue wings being clipped by a blast. The moon princess narrowed her eyes in anger, her horn beginning to flicker with energy. Then, to the Surfers shock, Luna hit him with so much accuracy and force that the ensuing blast launched the Surfer away into the nearest mountain.

Luna gasped slightly, surprised at her own anger, and half expected a scolding from Celestia about the matter. However, Celestia smiled at her younger sister "He can take it Luna, don't worry. Come on". The two sisters zoomed off after the Surfer, so fast that the mare's didn't even see a blur.

"Princess Celestia! Wait!" Twilight called after the two, in vain. The purple mare looked back at her friends "Come on, I need to go through my whole library. There has to be some mention of Galactus somewhere in there...".

* * *

><p>The Surfer stood up in the nice mountain crater he had been punched into, and promptly dusted some debris off himself. His head was ringing slightly, but surprisingly there wasn't even a scratch on his chrome-skinned body. He recalled his board and hopped back on it, knowing his disadvantage would be even greater without the power of his board. He looked up, seeing the two princess' halt in the sky above him.<p>

There were no words exchanged, none of them being a fan for quipping. Celestia launched a massive beam of energy from her horn, and the Surfer matched it with a blast from his palms. Their beams connected, neither of them being able to budge the other. Each blast held catastrophic power, each weilded by a being who existed on a plane above those of mere mortals. The force of the beams cracked and shattered the ground beneath them, and the heat of their attacks caused the stone of the mountain to bubble and melt. "Truly, you are worthy of being called a deity Celestia. Your magic is indeed a formidable force...But how well does it compare to the Power Cosmic?".

The struggle went on for awhile, and the battle seemed deadlocked up until Luna intervened. She added her own magical power to Celestia's own, and despite the Surfer's best efforts the beam clash went in the princess' favour. A massive explosion of magic and cosmic energy rang out, blowing a massive portion of the mountain they were fighting on into atoms to be scattered to the winds.

* * *

><p>"Argh! I can't find anything!" Twilight exclaimed, throwing a stack of books from her desk. "I guess it was a shot in the dark to think we'd find something here...". Twilight stopped a moment, realising that her friends weren't actually reading other tomes. Instead, their focus was on the battle in the distance. Even from so far away, the battle between the god-like beings made such a bright like that it could be seen all the way back in Ponyville.<p>

"Oh man, that is sooooooooooooo cool! If I was an epileptic I'd totally be on the ground going hwarflabgarblabaff!" Pinkie gushed, acting out a seizure and somehow managing to make real foam come out of her mouth. "Man, that's not good...Come on everypony! We need to see if the Princess' are okay!". Applejack called out to the purple unicorn "Twilight, hold up there girl! That over there ain't the only thing that's worth lookin' at. Take a gander up there!"

Twilight walked back over toward the window, and looked up to where the orange earth pony was pointing. Twilights eyes widened slightly, seeing that the originally clear Equestrian sky was now darkening.

* * *

><p>The two monarch's were still recovering from the blast, and they were also slightly fatigued from the exersion of energy. They weren't exactly used to using their powers for combat.<p>

As the smoke cleared, the two saw the Surfer was also forcing himself back onto his feet. While he seemed to be in pain, his silvery form actually had no visible damage on it. Before the Surfer could reach out for his board and jump back into the battle, he founc himself encased within a magical bubble. "Enough, Surfer!" Celestia shouted, the herald of Galactus looking up to face his opponent. "What do you even hope to accomplish by fighting me, Celestia? I am not the one who wishes to eat your world".

Celestia narrowed her eyes at herald "Simple, I drive you off Equestria and Galactus follows suit...Will you leave?". The Surfer frowned and shook his head "If only it were that simple...Even if I leave now,Galactus won't". Luna quirked a brow at this "Uh...What do you mean?". The Surfer looked back up "You haven't realised it yet?".

The three turned their gaze skyward, seeing a massive figure and a gigantic machine descend from the heavens "...Galactus is already here".


	3. The Devourer

The Elements of Harmony were in awe to say the least when they saw Galactus' giant form descend from the sky. Like the Surfer he was a strange two-legged creature, but his height was tremendous. Even the many dragons of Equestria would have to crane their necks upward just to look up at him. He was clad in a strange purple suit of armour, with a gigantic horned helmet atop his head. Descending alongside him was a strange machine of equal size, which looked too complicated for even the smartest pony to describe.

"Eurgh!" Rarity winced, averting her gaze from the giant "Purple and pink? Is he _blind?_". Pinkie Pie's jaw was hanging low in awe "I need one of those hats right now...". Twilight frowned atthe two "I uh, I think you two are missing the point. You do know he's here to eat Equestria, right?".

Applejack nodded in confirmation "Right. We gotta' do somethin' to git him outta' here...So uh, anyone have any suggestions?". The group looked around awkwardly, doubtful there was much they could do against such a being. This was no sleeping dragon that could driven away with a few harsh words.

"Ask him nicely?" Pinkie Pie suggested, which earned a few odd looks from the others. "I don't think that's going to work Pinkie" Twilight replied, shaking her head. "Why is it that when I have an idea, you guys say no? You were like this when Iwanted to give money to that Zebra-princess!". Applejack rolled her eyes "Pinkie Pie, f'r the last time. That message you got from that 'Zebra princess' was a scam, tryin' to git yer money! You believed it even after Zecora told ya' there weren't no such thing as a Zebra princess!".

"This is getting us nowhere!" Rainbow Dash yelled out, getting the attention of the others "We have to do something! Go find the Princesses, they'll know what to-" Dash was cut short by a bright flash of light. There, standing before them were Celestia, Luna and the still imprisoned Surfer with his board still out of reach.

Twilight gave a quick nod to both Celestia and Luna out of respect, and then rushed over to the imprisoned Surfer "That's Galactus, right? What's the machine for? Does he use it to 'eat' planets?". The Surfer nodded in confirmation "Yes. Galactus will use the machine to syphon all the energy from your world and into himself. The world will be left a lifeless husk, but his hunger will be briefly sated". Twilight was shocked. Not only was their world going to die, but it was going to be the slowest most painful way possible? Something would need to be done.

She looked over to the two monarchs, as did the others, expecting guidance on the situation. "As Galactus is now here..." Celestia began "Even if the Surfer were to leave, Galactus would not. We need a new plan". The white mare turned around fully, and started off at the giant figure in the distance. Everypony from Ponyville, to Canterlot, to Cloudsdale were depending on her as a leader to handle this and right now that seemed like the only option.

"I'm going to talk to him, face-to-face. Alone"

The group looked startled, none moreso than Luna "B-but Sister! I can't let you go up there alone! I want to help you". Celestia smiled warmly at her smaller sibling "You will, in your own way. You know who to talk to, find the one being who might be able to help us". With that, Celestia left with a flash of white light.

The group were silent for awhile, until Twilight turned her gaze toward Luna "What did she mean?".

* * *

><p>Galactus worked silently at his massive planet-eating machine, pressing buttons and turning dials every once in a while. It was only when the giant heard an angry feminine voice call out <strong>"GALACTUS!"<strong> that he actually stopped for a moment. He turned around to see the source floating up to his glowing white eyes was the white princess of Equestria, Celestia, one of the only people on this world that would actually draw his attention.

"I've come to you with a simple request. Leave. Now" Celestia demanded, a look of determination across her face. Galactus stared at her intensly for a few moments, before his booming voice echoed "You know full well I cannot do that, Princess. My role in the universe is essential, and as such I must feed. Surely you know of this?".

Celestia gritted her teeth, understanding the cosmic hierarchy quite well "Yes. I understand quite well the purpose you serve Galactus, but...Surely you could go to another world? I beg you, don't doom my subjects to this fate". Galactus stood still as a mountain, before replying "This I cannot do. My hunger grows greater, who knows how long it would take to find another world? No, it must be here Princess. Know that I bare know ill-will or malice to any lifeform, I simply do what needs to be done".

"As do I, Galactus...My sister and I crafted everything on this world, from the moon and the sun, to the smallest blade of grass...Even if my chances are slim, I won't let you take it away without a fight". Suddenly, Celestia began to glow bright and her body began to morph and change. Her old body grew to massive sizes 'till she stood around the height of Galactus' waist when on all-fours. A giant glowing aurora, in the shape of a winged unicorn.

The shift in form came as a surprise to the world devourer, but so too was the massive beam of energy that shot from her horn. It caught him off guard, and hit him high enough to launch him into the clouds above. Galactus managed to stop his ascent in time however, fast enough to block Celestia's next blast with one hand, a blank expression on his face. Celestia launched herself off the ground with enough force to kick up a large dust cloud. She moved quite fast, leaving a blurred trail of light behind her, intent on ramming Galactus. But contrary to his large stature, Galactus was devilishly fast. He caught Celestia's horn with one giant hand and roughly grabbed her by the mane with the other. He spun her around a few times before releasing his grip and throwing her with enough force to launch her up into Equestria's stratosphere.

The princess unfurled her wings and managed to stop herself before she was thrown and further. She was quite dizzy though, and as such she didn't notice Galactus raise his two hands up and launch two massive bolts of cosmic energy. The blasts his her hard and launched her even further away from her planet, creating a large explosion that lit up the skys of Equestria with various shades of gold and red. Not wanting to risk her coming back and interrupting him, Galactus took off into the skies after her, his eyes crackling with power.

* * *

><p>Back down in Ponyville the lightshow in the sky caused those in hiding to cower even further and caused the Elements of Harmony and the moon princess to flinch. "Luna, please" Twilight said, the first to regain her composure "I know you're worried about your sister, we all are, but I need you to tell me about this person who can help us".<p>

Luna nodded slowly, and then a determined look crossed her face "Right. You're right, Celestia's trying to buy us some time, so we'll need to do what we can...". Luna took a deep breath to calm herself and spoke again "Celestia is my sister, and my best friend...But she's not the only close friend I have. Back in the early days of Equestria, when we were still seeding the planet with life, a strange alien visitor came to our world. He had a strange look about him, but he was a nice enough pony. He said he wanted to live on the moon because it was the ideal place to watch over our new budding civilization...All those quite days I spent on the moon, he was the only company I had".

Twilight listened closely, surprised by these revelations. There was never any mention of another creature on the moon aside from Luna...Unless this one wanted to remain a secret.

"He called himself The Watcher"


	4. The Watcher

"I don't want to rush you Luna, but we don't really have much time to waste here" Twilight remarked, while the dark blue princess was busy casting some sort of spell. "Hey give me a break here, making the atmosphere was Celestia's job. And I know you can't survive unaided in a vacuum like I can". When Luna finished talking, her horn gave off a small spark of magic "Alright, good. A little envelope of Equestria for you, should give you some air to breath and protect you from the rigors of outer space".

Twilight nodded, a small smile gracing her face "Thank you princess". She turned her attention back to her friends, and the still-imprisoned Silver Surfer and said "Alright, while Luna and I make our way to find this 'Watcher' the rest of you will need to do your parts to help Celestia". She looked over at Rarity, Rainbow Dash and Applejack "Alright girls, you three are going to head over to that gigantic...thing Galactus planted outside Ponyville and do whatever you can to damage it" she turned to Pinkie Pie and Fluttershy "And I need you two to keep watch over the Surfer, make sure he doesn't escape".

"Okie dokie!" Pinkie exclaimed cheerily, plopping herself onto the bubble containing the Surfer. "Oh, um, okay" Fluttershy replied quietly "I just wish I could help more". Twilight smiled "It's okay Fluttershy, really. Keeping an eye on him is a pretty important job..And uh, keep an eye on Spike too". Fluttershy glanced backward, seeing the baby dragon sound asleep near the Surfer "How can he sleep at a time like this?" Fluttershy asked, and Twilight glanced about nervously "Well, not voluntarily. Sleep spell. I just...Didn't want him running off and getting hurt, this is far more dangerous than anything else we've ever faced after all". Fluttershy nodded, and gave a soft smile "Oh, I understand Twilight. Don't worry, I'll make sure nothing happens to him".

Twilight smiled at Fluttershy, just before she looked over at Luna and the two nodded at each other "Everypony, move out!" Luna ordered, doing her best 'regal' voice before she and Twilight vanished in a flash of white light.

Rarity, Rainbow Dash and Applejack exchanged glances and nodded at each other before running off toward the incredible machine on the horizon. Now Pinkie and Fluttershy were left alone to watch over the imprisoned herald and the sleeping dragon "Oh! I have an idea! Let's play I spy to pass the time!" Pinkie suggested, banging on the Surfers bubble prison. The Surfer didn't accept the offer, or even look annoyed. His gaze was transfixed on the heavens, where the gods themselves were doing battle.

* * *

><p>Celestia let out a shriek of pain, the limitless potential of the Power Cosmic coursing through her form. She took a deep breath to steady herself, drifting through the void between Equestria and it's moon, and locked her gaze on Galactus, who was standing there with his arms folded, whisps of energy streaming from his eyes. Even starved, Galactus was strong enough to atomize solar systems, Celestia knew all too well she stood little chance at driving him away. She just needed to buy time, as much as she could.<p>

Celestia raised her head up, her celestial horn glowing a glorious golden colour, illuminating the dark void. He head jerked forward and a bolt of starlight crossed the distance between herself and Galactus, knocking him further away from Equestria. With quich reflexes she flew behind the dazed god, stabbing at him with her horn.

It took incredible strength and force to pierce his armour, but once she did it had a visible effect, causing Galactus to yell out in pain. His armoured fist swung back, smashing Celestia in the jaw and knocking her away. Her vision swam, and she had no time to react to the bolt of cosmic energy he fired next, a blast so intense that it could be seen from Equestria.

* * *

><p>"Well wouldja' look at that..." Applejack whispered in disbelief, her pace slowing, seeing the heavens above glow violently. "Come on, we don't have time to waste!" Rarity yelled, picking up pace. As they neared the giant machine on the outskirts of Ponyville, a series of bright flashes ahead of them caused the three ponies to grind to a halt.<p>

Standing before them were several intimidating 6' tall robotic beings, their shining armour green and purple, their faces cold, unblinking, expressionless metal masks. These silent giants were Punishers, robotic agents designed by Galactus to protect his posessions. They stared down the group of ponies, as if silently daring them to make the first move, and the group looked at each other in uncertainty.

Then Applejack turned back to the Punishers, narrowed her eyes, and spun around on her front hooves to smash the nearest Punisher in the face with her hind legs.

* * *

><p>"There's a <em>citadel<em> on the moon?" Twilight asked in disbelief, seeing the towering futuristic structure before her "Yes" Luna replied bluntly, walking to the metallic front door. B-but how has nobody seen it before?" Twilight asked, following slowly behind the princess "Well, it would require an incredibly powerful telescope just to see it in the first place, and even then it's colour blends in so well with the lunar surface you probably wouldn't even be able to make it out". Twilight glanced about nervously "So, this Watcher, what does he look like?" she asked, trying to distract herself from this wholly bizarre situation.

"Well, like a giant Earth Pony I suppose. Don't stare at his head though. Seriously, don't" Luna replied, telekinetically opening door to the Watcher's Citadel. Once inside, Twilight's jaw dropped as she saw the Watcher emerge from the shadows. He was an incredibly large white pony, at least as tall as a fully-grown dragon, dressed in elegant blue robes decorated with golden jewelery. Perhaps his most striking features though, were his faintly glowing eyes and his gigantic round cranium. "Ah Luna, your company is always a welcome change from the monotony. And I see you have brought a friend".

Luna nodded and gestured at Twilight with one hoof "This is Twlight Sparkle, my sister's apprentice...Sorry Raun, but we don't really have time for formalities. I'm sure you known of Equestria's situation". The Watcher, appearantly named Raun, nodded and frowned at her "Yes. Galactus has set his sights on Equestria to quench his endless hunger...A truly regrettable turn of events, but you know full well a Watcher is sworn never to interfere".

Luna approached the looming figure and touched a hoof on his "Raun, _please_...If you ever considered me your friend, if you ever felt any compassion for Equestria and it's inhabitants, if you ever cared for me or my sister at all, _please_...Help us". Raun stared at her, seemingly unmoved, and turned his gaze from her "Luna please...You understand my situation, my hands are tied...". From the corner of his eye, he saw the look of sorrow in her eyes and sighed "I...Suppose I can help, and deal with the consequences later". Luna let out a squeel of delight, and hugged the alien's fron leg tightly "Thank you Raun!".

The Watcher nodded "Come. I can take you to Galactus' home...I can show you the one weapon her fears in this universe...The one chance you have to save your world". In a flash of light, the three ponies were gone and the dust of the Watcher's citadel settled once again.

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><p>Applejack jumped into the air, narrowly avoiding the Punisher's fist as it buried into the ground. Her hooves, well toned from years of kicking down apple trees, had only served to leave two hooveprints in the giants face. He wasn't exactly pleased as you can imagine. Rarity, despite her feminine nature, was no slouch in the physical department, and had done a good job dodging the Punisher's blows and had even dented his armour plating with a few precise strikes.<p>

"Dash! We can keep these fellers busy! We need y'all to pick up speed, smash that machine with a Sonic Rainboom!" Applejack yelled, before getting swatted through a tree by the pissed off Punisher. Rainbow Dash nodded, though she didn't feel right leaving the others to fend for themselves she knew only a Sonic Rainboom could damage machinery of that size. She flew into the sky as fast as her body could carry her, 'till she was miles above and away from Ponyville. She narrowed her eyes at Galactus' world-eating machine and divebombed toward it as fast as she could "I'll show that Stupid Surfer who the fastest in Ponyville is...".

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><p>From where he was sitting, the Surfer's vast senses were picking up on almost everything the Elements of Harmony were doing, and shook his head "It's hopeless, surely they know this. No world has escaped Galactus before...So why do these ponies persist?".<p>

"Because my friends never give up, not if there home is in danger...There's always a way Surfer..." Fluttershy said, sounding surprisingly confident. The Surfer turned his gaze to the heavens and whispered "There's always a way...?".

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><p>AN: Woot, penultimate chapter!<p> 


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